iLOOKABOUT Corp. (TSXV:ILA; OTCQB:ILATF) (“ILA” or “the Company”)
announced today that it expects to finalize the definitive
agreements with respect to the proposed acquisition (the
“Acquisition”) (previously announced on November 2, 2020) by ILA of
certain technology and non-legal assets of James E. Albertelli,
P.A. and certain of its affiliates (collectively, “JEA”), 100% of
the issued and outstanding stock of Voxtur Technologies, Inc.
(“Voxtur Technologies”), and 100% of the membership interests of
Bright Line Title, LLC dba Brightline Title (“Brightline Title”) to
complete the Acquisition on or before January 29, 2021. A
comprehensive press release prepared in accordance with the
policies of the TSX Venture Exchange (“TSXV”) is expected to be
issued on or before January 13, 2021 to facilitate the resumption
of trading of the common shares (“Shares”) of ILA on the TSXV.
The Company also announced today that it has
mailed a management information circular (the “Circular”) with
respect to a special meeting (the “Meeting”) of holders
(“Shareholders”) of Shares of ILA. The record date for determining
the Shareholders entitled to receive notice of and to vote at the
Meeting was the close of business on December 21, 2020 (the “Record
Date”). Only Shareholders whose names have been entered in the
register of Shareholders as of the close of business on the Record
Date are entitled to receive notice of and to vote at the Meeting.
At the Meeting, Shareholders will be asked, among other matters,
to: (i) approve the change of the Company’s name to “Voxtur
Analytics Corp.” or such other name as the board of directors of
the Company determines appropriate; (ii) approve amendments to the
articles of the Company to amend the authorized capital of the
Corporation to create a new class of non-voting shares (the
“Non-Voting Shares”) with such rights and restrictions as set out
in the Circular; (iii) in connection with the Acquisition, approve
the creation of James Albertelli (“Albertelli”) and Jonathan Sawyer
(“Sawyer”) as “Control Person(s)” (as defined in the policies of
the TSXV) as a result of the issuance of a combination of Shares
and Non-Voting Shares to Albertelli and Sawyer pursuant to the
terms of the Acquisition, as more particularly described in the
Circular; (iv) approve the adoption of a restricted share unit
plan; and (v) approve certain house-keeping amendments to the
Company’s by-laws.
The Meeting will be held at the offices of the
Company located at 175 Bloor Street East, South Tower, Suite 1105,
11th Floor, South Tower Toronto, ON M4W 3R8 on Friday,
January 22, 2021 at 11:00 am (Toronto time). In light of
ongoing concerns related to the spread of COVID-19, and in order to
mitigate potential risks to the health and safety of the Company’s
Shareholders, employees and other stakeholders, Meeting
participants are encouraged not to attend in person. Rather,
participants are encouraged to vote on the matters before the
Meeting by proxy and to join the Meeting by either the internet or
teleconference. It is desirable that as many Shares of the
Corporation as possible be represented at the Meeting. If you do
not expect to attend the Meeting and would like your Shares
represented, please carefully review the Circular for instructions.
The Board has fixed Wednesday, January 20, 2021 at 11:00
am (Toronto time) or, in the event that the Meeting is
adjourned, 48 hours (excluding Saturdays, Sundays and statutory
holidays in Ontario) preceding the time of commencement of the
adjourned Meeting, as the time before which proxies that are to be
used at the Meeting are to be deposited with ILA’s Transfer Agent,
TSX Trust Company (“TSX Trust”) at 100 Adelaide Street West, Suite
301, Toronto, Ontario, M5H 1S3 or as otherwise contemplated in the
Circular. The Circular is available on the Company’s profile on
SEDAR at www.sedar.com.
About ILAILA is a
transformational data analytics organization that provides
transparency to the valuation of real estate assets. ILA is a real
estate valuation platform with technologies that leverage the power
of data designed to address today's dynamic real estate valuation
market. Our proprietary innovative platform provides software and
data licenses and technology managed services to the real estate
industry, serving primarily the property lending and property tax
sectors, both public and private, in the United States (“US”) and
Canada. Accurate data and property valuations form the basis for
our clients to value assets, fund loans, securitize portfolios and
to analyze and update property tax assessments. As a fully
integrated valuation technology company, we are setting new
standards in real estate valuation quality and reliability. ILA is
a brand built on innovation, execution, accuracy, industry
expertise and forward-looking products and services.
ILA’s common shares are traded on the TSX
Venture Exchange under the symbol ILA and in the US on the OTCQB
under the symbol ILATF.
The securities offered pursuant to the terms of
the Acquisition have not been registered under the U.S. Securities
Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Forward Looking
Information:
This news release contains forward-looking
statements and information contained herein are not based on
historical facts and constitute forward-looking information and
forward-looking statements, within the meaning of Canadian and
United States securities laws, that are based on expectations,
estimates and projections as at the date of this news release.
Forward-looking information is often identified by the words “may”,
“would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”,
“believe”, “estimate”, “expect” or similar expressions and
includes, among others, information regarding: expectations
regarding whether the Acquisition will be completed, including
whether conditions, including Shareholder and regulatory approvals
to the Acquisition will be satisfied, or the timing for finalizing
the definitive agreements with respect to the Acquisition and
completing the Acquisition; expectations for the effects of the
Acquisition or the ability of ILA to successfully achieve business
objectives, including integrating Brightline Title and Voxtur
Technologies or the effects of unexpected costs, liabilities or
delays; the potential benefits and synergies of the Acquisition;
statements relating to the business and future activities of, and
developments related, to ILA, Voxtur Technologies and Brightline
Title after the date of this news release; success of software
activities; expectations for other economic, business,
environmental, regulatory and/or competitive factors related to
ILA, Voxtur Technologies and Brightline Title, or the real estate
industry generally; anticipated future production costs related
thereto; and other events or conditions that may occur in the
future.
Investors are cautioned that forward-looking
information is not based on historical facts but instead reflect
ILA’s management expectations, estimates or projections concerning
future results or events based on the opinions, assumptions and
estimates of management considered reasonable at the date the
statements are made. Although ILA believes that the expectations
reflected in such forward-looking information are reasonable, such
information involves risks and uncertainties, and undue reliance
should not be placed on such information, as unknown or
unpredictable factors could have material adverse effects on future
results, performance or achievements of ILA. Among the key factors
that could cause actual results to differ materially from those
projected in the forward-looking information are the following: the
ability to complete the Acquisition; the ability to obtain
requisite Shareholder and regulatory approvals and the satisfaction
of other conditions to the Acquisition on the proposed terms and
schedule; the definitive agreements may be terminated in certain
circumstances; the additional costs that will likely be incurred
from the Acquisition; changing global financial conditions,
especially in light of the recent COVID-19 outbreak; uncertainty of
when the current moratorium on foreclosure actions in the United
States will be lifted; reliance on specific key employees and
customers to maintain business operations; conflicts of interests
that will arise out of the Acquisition; competition within the
Company’s industry; a risk in technological failure or failure to
implement technological upgrades; the Company’s dependence on
maintaining its intellectual property and ensuring that it
continues to comply with all existing privacy laws; operating
losses and negative cash flows; and currency fluctuations.
Accordingly, readers should not place undue reliance on
forward-looking information.
These forward-looking statements are made as of
the date of this news release and, accordingly, are subject to
change after such date. ILA does not assume any obligation to
update or revise this information to reflect new events or
circumstances except as required in accordance with applicable
laws.
Contact:
Gary Yeoman, CEO
gary.yeoman@ilookabout.com
416-347-7707
www.ilookabout.com
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